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EXHIBIT 10.12
EMPLOYMENT AGREEMENT
BETWEEN
BLAXXUN INTERACTIVE
AKTIENGESELLSCHAFT
MITTERERSTRASSE 9
80336 MUNICH
- HEREINAFTER CALLED 'BLAXXUN' -
AND
ENGLBERT WOLFL
HANS-SCHMIDMAIER-STRASSE 76
85435 ERDING
- HEREINAFTER CALLED 'EMPLOYEE' -
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Employment Agreement
between blaxxun interactive AG
and Englbert Wolfl
1 ACTIVITY
The employee shall be employed at blaxxun as VP Sales and Business Development
Europe starting April 1, 1998. If it is possible for the employee, an earlier
start of employment is desired. blaxxun reserves the right to assign the
employee to other employment matching the knowledge and prior training of the
employee.
The responsibilities of the employee include in particular:
Responsible management of the area of Sales and Business Development for Europe.
Setup and organization of a distribution structure, especially distribution
channels (OEMs; VARs, ICPs, ISPs, etc.) and employee management. The revenue
responsibility extends to all European markets.
In the event of successful activity, there is the prospect of an assumption of
the corresponding responsibilities within the Managing Board, but not before
completion of the probationary period.
2 COMPENSATION
The employee shall receive a gross annual basis compensation in the amount of
DM 100,000.00.
It shall be comprised of twelve monthly payments in the amount of
DM 8,333.34 each.
In addition, the employee shall receive a performance-based variable target
income, of which the amount and calculation basis shall be separately regulated
and newly set every year. For the financial year 1997/98, the annual variable
target income shall be
DM 130,000.00.
The variable income shall be calculated as a percentage revenue participation
from the quotient of variable target income and the European third-party
revenues budgeted for the respective financial year. From the start of
employment until the end of the financial year (July 31, 1998), the percentage
revenue participation shall be 3.25% of the total European third-party revenues
earned in this period. In financial year 1998/99, the annual variable target
income shall increase by 10% to DM 143,000. The percentage revenue
participations shall be again calculated from the quotient of variable target
income and the European revenues budgeted for this financial year. The
pre-condition for percentage revenue participation is the achievement of a gross
proceeds margin, which in financial year 1997/98 shall amount to at least 60%.
Higher gross proceeds margins for individual
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Employment Agreement
between blaxxun interactive AG
and Englbert Wolfl
revenues may be compensated with lower gross proceeds margins for other revenues
in the same financial year.
Insofar as and to the extent that the employee is granted options for
acquisition of shares in blaxxun interactive, Inc., San Francisco, the rights of
the employee shall be determined solely according to an agreement to be
concluded between him and blaxxun interactive, Inc. blaxxun makes no guarantee
that options shall be granted to the employee; blaxxun is expressly not
obligated to influence blaxxun interactive, Inc. in any way regarding the
granting of options. The employee acknowledges that the granting of options is
subject to the sole discretion of blaxxun interactive, Inc. If the employee
exercises the options granted to him entirely or partially, then he shall
immediately inform blaxxun of the number of shares acquired based on the options
and the date and time of the acquisition and shall take all required steps in
order to enable blaxxun to fulfill its obligations under wage tax law. The
employee shall indemnify blaxxun against any claim brought by tax authorities,
insofar as the claim is based on a violation of the employee's obligations.
These payments shall cover compensation for any necessary overtime.
The basis compensation shall be transferred at the end of every month. The
performance-based variable compensation shall be payable upon secure receipt of
customer payment and shall be paid out monthly together with the subsequent
salary payment. The taxes and social security contributions to be withheld
reduce the gross compensation and are deducted by blaxxun. The annual
compensation package shall be reviewed at the start of every financial year.
3 LEAVE
The duration of leave is based on provisions in effect at blaxxun and currently
equals 30 days per year. Leave shall be scheduled by mutual consent.
4 PROBATIONARY PERIOD
The Agreement is concluded for a six-month probationary period and during this
period it may be terminated by either party as of the end of a month, with one
month's prior notice. If the Agreement is not terminated by either party during
the probationary period, then it shall continue in effect as a full employment
agreement without a limit of duration.
5 TERMINATION
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Employment Agreement
between blaxxun interactive AG
and Englbert Wolfl
After the lapse of the probationary period, the agreement may be terminated as
of the end of a month with three months' prior notice. Notice of termination
must be in written form.
6 OUTSIDE ACTIVITIES
The employee hereby undertakes not to exercise any outside activities for the
term of this employment relationship - even while on leave - and not to work for
other principals either with or without compensation. An exception to this
regulation shall be possible only after express, written consent from blaxxun.
The employee hereby undertakes not to acquire shares in companies which are in
competition with blaxxun.
A non-competition clause is not a component of this Agreement.
7 CONFIDENTIALITY, DOCUMENTS
Knowledge of internal operating processes, in particular all operating and
commercial secrets of blaxxun and its customers, of which the employee learns as
a result of the employment relationship, shall be kept secret from outside third
parties. This regulation shall be applicable also to the period after expiration
of this Agreement.
All work documents and other business documents which are made available to the
employee within the framework of his responsibilities or which he himself
prepares in the course of the contractual relationship shall be treated as the
property of blaxxun and carefully maintained. The documents and data media which
contain business secrets of blaxxun, or works to which blaxxun holds rights,
shall be returned to blaxxun on request, and no later than the expiration of the
contractual relationship even without specific request.
The same shall be applicable also to documents which the employee has acquired
within the framework of customer projects. In the event of a grossly negligent
violation of these obligations during the term of the contractual relationship
or after the expiration of the contractual relationship, blaxxun may bind the
employee, or the former employee, to compensate all damages to blaxxun and its
clients.
The employee hereby undertakes to sign the "Non-Disclosure and Development
Agreement", which forms an integral part of this Agreement and is attached as
Appendix 1 to this Agreement.
8 OTHER PROVISIONS
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Employment Agreement
between blaxxun interactive AG
and Englbert Wolfl
To the extent that no other regulation occurs in an individual contract, the
provisions of the employee handbook and the valid shop agreements, if such
exist, shall be applicable to the employment relationship. For the rest, the
provisions of law shall be applicable.
No oral subagreements exist. Amendments and additions to this Agreement shall
require written form to be effective. If a provision of the Agreement is
ineffective, the remainder of the Agreement shall nonetheless remain in effect.
The ineffective provision shall be replaced by an effective provision which
shall come as close as possible to the economic purpose of the ineffective
provision.
Munich, January 9, 1998
blaxxun interactive Englbert Wolfl
Aktiengesellschaft